Chapter 2: Formation, Administration and Dissolution of Companies
Part E: Securities registration and transfer

s51: Registration and transfer of certificated securities

  • (1) A certificate evidencing any certificated securities of a company:
    • (a) must state on its face;
      • (i) the name of the issuing company;
        • (ii) the name of the person to whom the securities were issued;
          • (iii) the number and class of shares and the designation of the series, if any, evidenced by that certificate; and
            • (iv) any restriction on the transfer of the securities evidenced by that certificate,
            • subject to item 6(4) of Schedule 5;
            • (b) must be signed by two persons authorised by the company's board; and
              • (c) is proof that the named security holder owns the securities, in the absence of evidence to the contrary.
              • (2) A signature contemplated in subsection (1)(b) may be affixed to or placed on the certificate by autographic, mechanical or electronic means.
                • (3) A certificate remains valid despite the subsequent departure from office of any person who signed it.
                  • (4) If, as contemplated in section 50(5), all of a company's shares rank equally for all purposes, and are therefore not distinguished by a numbering system:
                    • (a) each certificate issued in respect of those shares must be distinguished by a numbering system; and
                      • (b) if the share has been transferred, the certificate must be endorsed with a reference number or similar device that will enable each preceding holder of the share in succession to be identified.
                      • (5) Subject to subsection (6), a company must enter in its securities register every transfer of any certificated securities, including in the entry:
                        • (a) the name and address of the transferee;
                          • (b) the description of the securities, or interest transferred;
                            • (c) the date of the transfer; and
                              • (d) the value of any consideration still to be received by the company on each share or interest, in the case of a transfer of securities contemplated in section 40(5) and (6).
                              • (6) A company may make an entry contemplated in subsection (5) only if the transfer:
                                • (a) is evidenced by a proper instrument of transfer that has been delivered to the company; or
                                  • (b) was effected by operation of law.

                                  Related Sections

                                  s40: Consideration for shares
                                  s50: Securities register and numbering

                                  Related Regulations

                                  No related regulations.

                                  Related Notes

                                  No related note.

                                  Related Forms

                                  No related forms.